JUDGMENT R.B.Narayan Singh Sugar Mills Limited and two others filed a civil suit against M/S Nathumal Ram Niwas for realization of Rs. 99,654.31/- along with interest pendentelite and future @ 18 % per annum in the Court of Additional Civil Judge, Roorkee, District Haridwar. The same was registered as Original Suit No. 55 of 1985. Additional Chief Director of Sugar, Directorate of Sugar, New Delhi and the Union of India, Department of Food, Directorate of Sugar, were the other plaintiffs along with R.B.Narayan Singh Sugar Mills Limited. Defendant contested the suit by filing the written statement. When the respondent died during the pendency of the original suit, his legal representatives, namely, defendant no. 1/1 Suresh Chandra, 1/2 Dinesh Chandra and 1/3 Suresh Kumar were substituted in place of their father Ram Niwas Bansal. After his death, the suit was contested by his legal representatives by filing an additional written statement. 2. Learned Trial Court, on the basis of the pleadings of parties, framed the followings issues: (i) Whether as per the contract, on account of non-lifting of sugar, the defendant is liable to pay a sum of Rs. 99654.31/- to the plaintiff ? (ii) Whether because of the obstruction by the plaintiff, the sugar could not be lifted ? If yes, then it’s effect ? (iii) Whether the suit is barred by Forward Contract Regulation Act ? (iv) Whether the court has jurisdiction to hear the suit ? (v) To what relief, the plaintiff is entitled ? (vi) Whether the plaintiff is entitled to any relief ? 3. PW 1 Pargat Singh, PW 2 Samay Singh and PW 3 Vinod Kumar Aggarwal were examined on behalf of the plaintiffs. DW 1 Suresh Kumar was examined on behalf of the defendants. After considering the documentary and oral evidence on record, the suit was dismissed by learned Additional Civil Judge, Roorkee, vide, judgment and order dated 17.05.1994. Aggrieved against the said judgment and order, a Civil Appeal (being Civil Appeal No. 21 of 1994) was preferred before the learned District Judge, which was transferred to Additional District Judge, Roorkee. Learned Additional District Judge, vide judgment and order dated 07.02.1997, partly allowed the appeal and, accordingly, the suit was partly decreed holding that the plaintiffs were entitled to Rs. 51,863.86/- from the defendants no. Learned Additional District Judge, vide judgment and order dated 07.02.1997, partly allowed the appeal and, accordingly, the suit was partly decreed holding that the plaintiffs were entitled to Rs. 51,863.86/- from the defendants no. 1 to 3 along with simple interest at the rate of 18 % per annum till filing of the suit. Plaintiffs were also held entitled to 9 % simple interest per annum on the principal amount, i.e., Rs. 51,863.86/- during the pendency of the suit. 4. Aggrieved against the same, present Second Appeal is preferred by defendants/appellants against the plaintiffs/respondents. As many as 25 substantial questions of law were suggested in the memo of Second Appeal. No substantial question was framed while admitting the said appeal. However, during the course of arguments, learned counsel for the appellants pressed the following substantial questions of law: 1. Whether the document 113GA containing terms of contract was not admissible in evidence and the finding of the appellate court is illegal on the score and the provisions of Sections 59, 60, 63, 64 and 65 of the Evidence Act have been misinterpreted by the First Appellate Court? 2. Whether the finding recorded by the First Appellate Court on the interpretation of para 4(3) of the document 133GA is based on misinterpretation of the document and is perverse? 3. Whether after three months of the appointment of the appellant as agent the work done by the appellant was not under the contract and therefore the terms of the contract are not applicable to the appellant and the finding recorded by the First Appellate Curt is perverse and is based on misinterpretation of the document 133-Ga? 4. Whether the burden of proving the rates of sugar on relevant dates was on the plaintiff who failed to discharge the same and the first appellate court has shifted the onus on the appellant illegally? 5. Let us now refer back to the pleadings of the parties. It was stated in the plaint that the plaintiff no. 1 was in the management and undertaking of plaintiff no. 3, Union of India. Plaintiff no. 3 took over the management of plaintiff no. 1 on 02.02.1979 and thereafter, the plaintiff no. 1 was being managed by plaintiff no. 3. The agents were appointed for purchase of sugar by Directorate of Sugar. The defendant was appointed as agent by Custodian General Organization for notified sugar undertaking, New Delhi. 3, Union of India. Plaintiff no. 3 took over the management of plaintiff no. 1 on 02.02.1979 and thereafter, the plaintiff no. 1 was being managed by plaintiff no. 3. The agents were appointed for purchase of sugar by Directorate of Sugar. The defendant was appointed as agent by Custodian General Organization for notified sugar undertaking, New Delhi. Defendant lifted sugar from plaintiff no. 1 as per the directions of Custodian General Organization. After lifting the sugar, defendant used to make the payments after adjusting the commission. Defendant deposited Rs. 30,000/- as security in the Central Sale Cell at the time he was appointed as agent. Such security of Rs. 30,000/- was meant for damages, if any, incurred by these mills. According to the agreement between the parties, the defendant was required to pay Rs. 5 per quintal as penalty depending upon the quantity of un-lifted sugar. The defendant was also required to pay the difference between market rate of the sugar, on the last date, and agreed rate, on the un-lifted sugar. The description of such sugar was given by the plaintiff in part 7 of the plaint. The description of un-lifted sugar, as also the fall in the price, was given by the plaintiff in para 7-A of the plaint. The description of loss and penalty was given by the plaintiff in paras 8 & 9 of the plaint. A notice was also given to the defendant, but since the defendant did not make good the loss to the plaintiff, therefore, the present suit. 6. It was stated in para 7-B of the plaint that the conditions stipulated on 16.10.1981 shall be deemed to have been extended after expiry of three months due to business conduct of the defendant. 7. According to the defendant, no agreement was entered into between the plaintiff no.1 and the respondent-firm. There was no privity of contract between the plaintiff no.1 and the defendant. Suit could be filed in the name of Additional Chief Director of Sugar, Krishi Bhawan, New Delhi. Plaintiff no. 2 has unnecessarily been arrayed as the plaintiff. Neither any agreement was entered into between the parties, nor any transaction took place between them within the jurisdiction of the Court at Roorkee. Therefore, the said Court had no jurisdiction to try the suit. The suit was also barred by limitation. Plaintiff no. 2 has unnecessarily been arrayed as the plaintiff. Neither any agreement was entered into between the parties, nor any transaction took place between them within the jurisdiction of the Court at Roorkee. Therefore, the said Court had no jurisdiction to try the suit. The suit was also barred by limitation. The said letter of appointment (of agency) reveals that the defendant was not required to purchase the sugar himself. Instead, the defendant was required to look for the buyers and to provide them to the appointing authority. The details of the damage on the basis of which the compensation was to be assessed, were not maintained by the plaintiff no.1. The notice given by plaintiff no. 1 to the defendant was also denied. It was also denied that any business was conducted by the defendant after the expiry of three months from 16.10.1981, the date of appointment letter (of agency). 8. PW 1 Pargat Singh (plaintiff) was an employee of R.B.Narain Sugar Mill. He stated that Sardar Hardev Singh executed registered power of attorney in his favour. PW 1 also stated that he has a right to make the statement on behalf of the plaintiff. Plaintiff mill was an undertaking of Central Government. Plaintiff mill was being managed by Central Government as per Sugar Act. Defendant was appointed as Sugar Sale Agent by the Director of Sugar. Defendant moved an application, paper no. 130-C, for his appointment as Sugar Sale Agent. Paper No. 131-C was the acknowledgement receipt of the letter of defendant. The defendant was appointed as selling agent for three months and he was given appointment letter, copy of which was paper no. 133-C. Certain conditions were fastened on the defendant. Defendant deposited Rs. 5000 + Rs. 25000 as security. Paper no. 135-C was the photocopy of the letter, whereby the defendant was empowered to lift 4840 bags of sugar. Thereafter, the defendant was authorized to lift 550+770+2200+660 bags of sugar from time to time. It was a condition that if the defendant did not lift the authorized quota of sugar within the time, he will pay penalty @ Rs. 5 per bag. The defendant was also required to pay the difference of the rate of sugar bags. Defendant lifted only 110 bags out of 2200 bags. He did not lift 2190 bags. The difference in the rate was Rs. 20.25/-. 5 per bag. The defendant was also required to pay the difference of the rate of sugar bags. Defendant lifted only 110 bags out of 2200 bags. He did not lift 2190 bags. The difference in the rate was Rs. 20.25/-. The defendant was required to pay the penalty and also the difference in the rate of sugar bag. Thereafter, the defendant did not lift 660 bags, which he was authorized to lift. At that time, the difference in the price of sugar bag was Rs. 28.75. The security of Rs. 5000/- was also to be adjusted in the penalty. After adjusting the said amount, the balance penalty was not paid by the defendant. A sum of Rs. 75,000/- was outstanding against the defendant. It was wrong on the part of the defendant to say that no condition for lifting the sugar was fastened on him. The defendant deposited Rs. 30,000/- as security for these sugar mills. The security for the plaintiff mill was only Rs. 5000/-. It was also wrong on the part of the defendant to say that the outstanding dues, if any, against him were required to be deposited against Rs. 30,000/-. It was also wrong on the part of the defendant to say that the plaintiff did not permit him to lift the sugar and no loss was caused to the sugar mill. Plaintiff was a commercial establishment. The defendant was required to pay Rs. 99,000/- as principal and interest at the rate of 18 per cent on the same. 9. In his cross-examination, PW 1 stated that he could produce the original power of attorney, which was in his possession. He did not have talks with the plaintiffs no. 2 & 3. In reply to the question as to whether some agreement took place between the plaintiff no. 1 and the defendant, PW 1 replied that the agreement took place between the defendant and the management of the mill. PW 1 did not bring the document relating to the difference in the rates of sugar bags. In reply to a question, he said that he did not remember the date on which 2200 bags were directed to be lifted. He stated that all these orders must be in the record of the mill. The un-lifted sugar was released by the Directorate of Sugar. In reply to a question, he said that he did not remember the date on which 2200 bags were directed to be lifted. He stated that all these orders must be in the record of the mill. The un-lifted sugar was released by the Directorate of Sugar. PW 1 did not know about the default committed by other sugar mills. The agreement between the plaintiff and defendant was executed at New Delhi. There was a single agreement of six sugar mills. 10. PW 2 Samay Singh was the sales in-charge of the plaintiff sugar mill. PW 2 stated that the plaintiff sugar mill was in the management of Central Government under the Board of Directors. PW 2 was authorized to sell the sugar and was deputed in the sales cell of the Government of India. The sales cell authorized the plaintiff to sell 2200 bags of sugar. Authority letter to this effect was issued by the Chief Director P.C. Manohar Rao. Thereafter, sales cell again authorized the defendant to lift 660 bags of sugar. The said letter was also issued by P. C. Manohar Rao. The defendant was supposed to lift 2200 bags of sugar, but he lifted only 110 bags. A letter was issued by sales cell to the defendant in this behalf. When 660 bags were not lifted by the defendant, penalty was demanded from him. The difference in the price of sugar was also demanded from him under the signatures of P.C.Manohar Rao. The defendant did not pay penalty. Paper no. 133-Ga (133-C) was the photocopy of the appointment letter by which the defendant was appointed as an agent with certain conditions. 11. In his cross-examination, PW 2 stated, among other things, that the responsibility of lifting the sugar lay with the defendant. The conditions were written on the letter of appointment itself. There was no condition, other than those which were mentioned in the appointment letter. The defendant was given commission at the rate of 50 paisa per hundred. The commission was given to him as agent, and not as purchaser. P.C. Manohar Rao had since been retired. 12. According to PW2, the defendant wrote a letter to the plaintiff mill for extension of time to lift the sugar. One such letter was numbered as 124-C, which contained the signatures of Ram Niwas. 13. The commission was given to him as agent, and not as purchaser. P.C. Manohar Rao had since been retired. 12. According to PW2, the defendant wrote a letter to the plaintiff mill for extension of time to lift the sugar. One such letter was numbered as 124-C, which contained the signatures of Ram Niwas. 13. PW 3 Vinod Kumar Aggarwal was the private handwriting expert, who examined paper no. 124-C. He compared the admitted signatures of Ram Niwas and submitted his report. According to PW 3, the signatures of Ram Niwas on the disputed documents tallied with the admitted signatures of him. 14. DW1 was the son of Ram Niwas, who was partner in the firm M/S Nathumal Ram Niwas. On 01.04.1972, Ram Niwas and Kastoori Devi were partners in the firm. Kastoori Devi passed away on 07.08.1983. DW 1 worked as an employee of the respondent-firm. According to DW1, the defendant was appointed as a sales-agent of the plaintiff mill. The duty of the agent was to find out the purchaser to lift the sugar at the best possible rate. It was not the duty of the defendant, according to DW1, to lift the sugar on his own. His father met M/S Motiram Rajendra Kumar to lift the sugar. Since the plaintiff mill showed inferior quality of sugar, therefore, M/S Motiram Rajendra Kumar did not lift the inferior quality. He wanted superior quality of sugar, the price of which was on rise. Defendant deposited Rs. 30,000/- as security in Sugar Centralized Cell. The defendant owed a duty to lift sugar of all the mills, which were under the management of Sugar Centralized Cell. The defendant did not owe any money to the plaintiff mill, according to DW1. 15. In his cross-examination, DW 1 stated that the defendant firm was a registered firm. There was no agreement between the plaintiff and the defendant. The plaintiff sugar mill was under the control of the Central Government. He was not aware of the conditions, which were agreed to between the plaintiff and the defendant. He admitted that a letter was sent by his father for appointing him as an agent of the sugar mill. A demand draft of Rs. 5000/- was also appended with the same. He admitted that acknowledgement due of such letter was received by the defendant. The defendant-firm did not send any letter of conditions to the plaintiff mill. He admitted that a letter was sent by his father for appointing him as an agent of the sugar mill. A demand draft of Rs. 5000/- was also appended with the same. He admitted that acknowledgement due of such letter was received by the defendant. The defendant-firm did not send any letter of conditions to the plaintiff mill. The defendant-firm was not supposed to lift the sugar. Defendant-firm searched out the customers for lifting the sugar. He also denied several suggestions of the plaintiff-mill in his cross-examination. 16. According to the written statement, as per learned Trial Court, there was no written agreement and as such, no privity of contract. According to the defendant, he was no permitted to lift the sugar. Paper no. 133-C was the photocopy of the appointment letter of the defendant. [As per the endorsement made in the index, such photocopy has been destroyed, inasmuch as, it was kept in ‘Part C’. In the absence of even photocopy of such document, this Court has no option, but to fall back upon the Trial Court and Lower Appellate Court to see as to what was written in that.] As per internal page no. 5 of the Trial Court’s Judgment, the defendant was appointed as per letter no. 3-A/CSC81 of the Sugar Cell. The original appointment letter was said to have been given to the defendant. He was appointed as agent on 16.10.1981. Such document was requisitioned from the defendant on 05.08.1993, but he did not file the same. Unsigned photocopy of such document was not admissible in evidence. In the absence of the original appointment letter, or a copy thereof, it is not possible to visualize the conditions of such agreement. Even if it be presumed for the sake of arguments that there was an agreement, it is difficult to perceive, in the absence of original or photocopy of such document, as to what was the conditions of such agreement. [This was the version of the Trial Court]. 17. It was mentioned in para 9 of the Judgment of the Trial Court that there was stipulation in condition no. 4, that if the agent did not lift the sugar till last date, he will make good the loss to the plaintiff-firm at the rate of Rs. 5 per sugar bag (as penalty), which will be realized from the security of Rs. 30,000/-. 4, that if the agent did not lift the sugar till last date, he will make good the loss to the plaintiff-firm at the rate of Rs. 5 per sugar bag (as penalty), which will be realized from the security of Rs. 30,000/-. It was further provided in condition no. 4 that no further order of lifting the sugar will be given to agent (defendant), till such time the penalty is made by him. In other words, the defendant will not be given further work order until and unless he is able to make good the loss to the plaintiff mill. To make if further clear, the penalty and damages caused to the plaintiff mill was to be deposited towards the amount of security, i.e., Rs. 30,000/-. The defendant was to pay a penalty and damages and if the defendant did not do so, it was for the plaintiff not to give the order to the defendant for lifting the sugar. No document was offered to show that the security of Rs. 30,000/- was in relation to six sugar mills @ Rs. 5000/- per sugar mill. According to learned Trial Court, penalty could be imposed upon the defendant only as per the agreement. Compensation will be determined on the basis of the practice prevalent in the market. There was a condition in paper no. 133-C that the defendant will be entitled to interest, but the rate of interest was not disclosed. According to learned Trial Court, penalty beyond Rs. 5000/- could not be realized from the defendant. The maximum realizable penalty was Rs. 5000/-. According to learned Trial Court, the plaintiff was not entitled to any damages, inasmuch as, the conditions of agreement were not proved. The difference in the rates of sugar was also not proved and so was the interest accrued to the defendant on security-amount. The Trial Court also held that the dispute was not covered by Forward Trading Regulations Act. 18. Lower Appellate Court, on the other hand, held that the plaintiff was entitled to Rs. 51,863.86/- along with simple interest @ 18 % till the date of filing of the suit, and thereafter, @ 9 % simple interest during the pendency of the suit and till the realization of the same, on the principal amount, i.e., Rs. 51,836.86/-. According to learned Lower Appellate Court, the original of paper no. 51,863.86/- along with simple interest @ 18 % till the date of filing of the suit, and thereafter, @ 9 % simple interest during the pendency of the suit and till the realization of the same, on the principal amount, i.e., Rs. 51,836.86/-. According to learned Lower Appellate Court, the original of paper no. 133-C was not produced by the defendant despite service of notice upon him. Appointment of defendant as an agent was admitted. Original appointment letter was although not filed by the plaintiff, but the defendant had admitted his agency and therefore, it is not possible to hold that the photocopy of paper no. 133-C was not admissible in evidence. 19. Learned lower appellate court was of the view that the document was to be read as a whole, and not in piecemeal. According to the Order 8 Rule 5 C.P.C., the allegation of fact in the plaint, if not denied specifically or by necessary implication, or stated to be not admitted in the pleadings of the defendant, shall be taken to be admitted. The defendant was acting as agent of Sugar Sale cell. An agent works for his master. It is not necessary to have a written document for agency. Since the defendant has admitted himself to be his agent, therefore, he was bound on behalf of his Master (plaintiffs herein). 20. According to Section 182 of the Indian Contract Act 1872 (herein after referred to as ‘the Act’), an ‘agent’ is a person employed to do any act for another, or to represent another in dealings with third persons. The person for whom such act is done, or who is so represented, is called the ‘principal’. According to Section 184 of the Act, as between the principal and the third persons, any person may become an agent, but no person who is not of the age of majority and sound mind can become an agent, so as to be responsible to his principal according to the provisions in that behalf herein contained. As per the various provisions contained in chapter-X of the Act, no consideration is necessary to create an agency. The authority of an agent may be express or implied. An authority is said to be express when it is given by words spoken or written. As per the various provisions contained in chapter-X of the Act, no consideration is necessary to create an agency. The authority of an agent may be express or implied. An authority is said to be express when it is given by words spoken or written. An authority is said to be implied when it is to be inferred from the circumstances of the case; and, things spoken or written, or the ordinary course of dealing, may be accounted circumstances of the case. An agent, having an authority to do an act, has authority to do every lawful thing which is necessary in order to do such act. 21. In the instant case, the principal has instituted a case against his agent. It is case of the defendant that since the plaintiffs did not provide good quality of sugar to his sub-agent, therefore, he did not lift the same. It is a plea taken by the defendant that since the plaintiff gave inferior quality of sugar, therefore, M/S Motiram Ravindra Kumar did not lift the inferior quality of the sugar. M/S Motiram Ravindra Kumar, in the instant case, can be said to be ‘sub-agent’, who is defined as a person employed by, and acting under the control of the original agent in the business of the agency, as per Section 191 of the Act. The agent is responsible to the principal for the acts of the ‘sub-agent’. As per Section 192 of the Act, where a sub-agent is properly appointed, the principal is, so far as regards the third persons, represented by the sub-agent and is bound by and responsible for his acts, as if he were an agent originally appointed by the principal. 22. In the instant case, the sub-agent, if any, was not properly appointed. The principal never permitted the agent to appoint a sub-agent. As per Section 193 of the Act, where an agent, without having authority to do so, has appointed a person to act as a sub-agent, the agent stands towards such person in the relation of a principal to an agent, and is responsible for his acts both to the principal and to the third persons; the principal is not represented, by or responsible for the acts of the person so employed, nor is that person responsible to the person. In the instant case, M/S Motiram Ravindra Kumar was neither appointed as a sub-agent nor was he responsible to the principal. Responsibility, if any, lay with the agent. 23. Further, according to Section 73 of the Act, when a contract has been broken, the party who suffers by such breach is entitled to receive, from the party who has broken the contract, compensation for any loss or damage caused to him thereby, which naturally arose in the usual course of things from such breach, or which the parties knew, when they made the contract, to be likely to result from the breach of it. 24. According to Section 74 of the Act, when the contract has been broken, if a sum is named in the contract as the amount to be paid in case of such breach, or if the contract contains any other stipulation by way of penalty, the party complaining of the breach is entitled, whether or not actual damage or loss is proved to have been caused thereby, to receive from the party who has broken the contract reasonable compensation not exceeding the amount so named or, as the case may be, the penalty stipulated for. 25. Learned lower appellate court has appropriately discussed the same at internal pages no. 22 to 27 of the judgment under challenge. 26. According to the appointment letter dated 16.10.1981, vide sub-clause (3) of Clause 4, the defendant was liable to pay damages in the event of non-lifting of sugar within the stipulated time. The damages were to be calculated on the basis of actual loss suffered by the centralized sugar sale cell. 27. The plaintiff issued registered notice on 05.03.1983 in relation to the transaction of August, 1982. The second notice with regard to the transaction of September, 1982, was given on 05.08.1983, but the same was neither replied nor money paid. Even after the expiry of period provided in sub-clause (4) of Clause 4 of the letter of agency, the appellant continued to lift the sugar and thus it will be deemed as if the terms of agency stood extended by the conduct of the appellant. The appellant continued to transact the business for the centralized sale cell, even after the expiry of his three months’ period of the agency. The appellant continued to transact the business for the centralized sale cell, even after the expiry of his three months’ period of the agency. DW1 Suresh Kumar admitted the fact that the appellant was appointed as selling agent and also admitted the signatures endorsed by Ram Niwas on behalf of the firm of the appellant. Hon’ble Allahabad High Court, while entertaining the appeal, passed an interim order on 05.05.1997 directing the appellants to furnish the bank guarantee of decretal amount. The appellant assailed the lower appellate court’s order on 25 grounds, did not formulate any specific substantial question of law and, as has been stated above in one of the foregoing paragraphs of this judgment, that since the Court has not framed the substantial question of law at the time of admitting the Second Appeal, therefore, this Court has proceeded on the basis of those substantial questions of law, which were raised during the course of argument by learned counsel for the appellant. 28. Document no. 133Ga dealt with the terms of the contract. The appellant continued to work as a selling agent even after the expiry of the term of the appointment (as selling agent). It would, therefore, be deemed, as per the conduct of the appellant, that the privity of contract continued to exist even thereafter, i.e. even after the expiry of three months. The appellant, admittedly, applied to be considered as an agent. It was under the document Paper No. 133-Ga that the appellant performed the work of selling agent. The appellant continued to do so under the terms of the said contract, even after the lapse of the period mentioned therein. The appellant, therefore, cannot deny the execution of document no. 133-Ga. It was admitted to the appellant that the original copy of the paper no. 133-Ga was sent to the appellant and was received by him. The plaintiffs-respondents prayed that the defendants-appellants may be directed to produce the original letter of appointment of agent, but the appellant could not produce the same despite there being an order of the court, hence the copy of the paper no. 133-Ga was taken as the secondary evidence (which too has been destroyed as per the endorsement made by the officials of Saharanpur Judgeship). 29. 133-Ga was taken as the secondary evidence (which too has been destroyed as per the endorsement made by the officials of Saharanpur Judgeship). 29. It has been held by Hon’ble Apex Court and Hon’ble Allahabad High Court that if the carbon copy is an exact copy of the original document and was prepared in the same process, then the carbon copy can be taken into consideration and read as evidence. If the typed copy of the document has been prepared in a single process, then the contents of the same could be read in evidence. The same holds good for the letter of appointment (as an agent), the original of which was sent by the respondent Sugar mill to the appellant, but he did not furnish the same despite the orders of the Court. The appellant was liable to lift the sugar, but since he failed to do so, therefore, he was bound to pay the damages. 30. In the Second Appeal, the appellant cannot raise a dispute, which was not agitated before the trial court or before the lower appellate court, and on which no issue was framed. 31. According to the law of agency, a brief description of which has been given in the foregoing paragraphs of this judgment, the appellant was not to look out for the buyers and provide them to the plaintiff-respondent. Even if the appointment letter did not contain the signatures of anyone, yet the fact remains that the parties to the contract proceeded on the basis of such agreement and therefore, it will be deemed, as if the parties acquiesced to the terms of such agreement. It may be mentioned here at the cost of repetition that the appellant-defendant was directed to furnish the original of the agreement, but he failed to submit the same, despite the orders of this Court. No sub-agent was appointed, with the approval of the respondent. The sugar was to be lifted by the defendant-appellant on his own and if any sub-agent was involved, the same was without the approval of the principal, and hence, the agent cannot take a plea, in order to avoid his responsibility towards the principal, that the sub-agent did not lift the sugar taking an excuse that inferior quality of sugar was supplied by the mill. The transaction between the parties continued even after expiry of the term of agreement and, therefore, the defendant-appellant cannot save himself from the liability towards the plaintiff-respondent. The burden to prove the rates of Sugar on the relevant dates was also duly discharged by the plaintiffs/respondents. 32. The substantial questions of law are, therefore, answered against the appellants on the basis of above discussion. 33. Second Appeal thus fails and is dismissed. Costs easy.